SEC NEWS DIGEST
Issue 2006-239 December 13, 2006
COMMISSION ANNOUNCEMENTS
COMMISSION MEETINGS
CLOSED MEETING - TUESDAY, DECEMBER 19, 2006 - 10:00 A.M.
The subject matters of the closed meeting scheduled for Tuesday,
December 19, will be: formal orders of investigation; institution and
settlement of injunctive actions; institution and settlement of
administrative proceedings of an enforcement nature; a collection
matter; an adjudicatory matter; and other matters relating to
enforcement proceedings.
At times, changes in Commission priorities require alterations in the
scheduling of meeting items. For further information and to ascertain
what, if any, matters have been added, deleted or postponed, please
contact: The Office of the Secretary at (202) 551-5400.
SEC VOTES TO JOINTLY ISSUE WITH THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM RULES FOR COMMENT TO IMPLEMENT BANK BROKER PROVISIONS
SEC Issues Companion Proposal Concerning Bank Dealer Activities and
Order Extending Temporary Exemption for Banks from the Definition of
"Broker"
After consulting with and seeking the concurrence of the Federal
banking agencies, the Commission today voted to publish for public
comment, jointly with the Board of Governors of the Federal Reserve
System (Board), rules to implement the bank broker provisions of the
Securities Exchange Act of 1934. The Board will consider the proposal
at its Dec. 18, 2006, meeting.
In addition, the Commission also voted to publish for public comment a
companion proposal concerning certain bank dealer activities and other
related matters. To ensure that the Commission will have time to
carefully consider public comment, it also extended the temporary
exemption of banks from the definition of "broker" until July 2, 2007.
A. Key Provisions of the Proposed Joint Rules The proposed rules would
define certain statutory terms in the areas of third-party brokerage
("networking"), trust and fiduciary activities, safekeeping and
custody, and sweep accounts. They also would provide banks with
conditional exemptions to accommodate certain limited bank securities
activities. In addition, the proposal would provide banks with an
exemption from possible third-party rescission rights for acting as an
unregistered broker, as well as a related transitional exemption. 1.
Networking Exception. The networking exception allows banks to refer
bank customers to broker-dealers in exchange for a share of the
commissions earned from the customers' accounts. The Exchange Act
provides that banks may pay unregistered employees "nominal" incentive
compensation for making these referrals. The proposed rules would
define "nominal," "incentive compensation," and certain other terms.
To accommodate banks' customary bonus plans, the definition of
"incentive compensation" would specifically exclude qualifying
discretionary compensation paid under these bonus plans. The proposal
also would allow banks to pay more than nominal fees for referrals of
certain institutional customers and high net worth customers to a
broker or dealer, if the bank and broker-dealer satisfy conditions to
protect these customers.
2. Trust and Fiduciary Activities Exception. The trust and fiduciary
activities exception permits a bank to effect securities transactions
in a trustee or fiduciary capacity if it is "chiefly compensated" for
those transactions, consistent with fiduciary principles and
standards, on the basis of specifically enumerated types of fees. The
proposed rules refer to these fees collectively as "relationship
compensation," which would include a broad range of administration
fees, as well as fees paid by investment companies.
To determine whether it is "chiefly compensated" by relationship
compensation, a bank would conduct an account-by-account review using
a two-year rolling average comparison of the fees from the account.
Alternatively, banks are permitted to compare relationship
compensation to total aggregate compensation on a bank wide basis
using a two-year rolling average comparison. Banks can exclude from
the compensation comparison some unusual accounts (such as accounts
acquired as part of a business combination or asset acquisition for 12
months).
3. Sweep Accounts and Transactions in Money Market Funds. The sweep
accounts exception permits a bank to sweep deposits into no-load,
money market funds. The proposed rules would define terms used in the
sweep accounts exception, and would provide banks with a conditional
exemption for transactions in money market funds that are not no-load
as well as for transactions that are not sweeps. A bank relying on
this exemption for transactions involving funds that are not no-load
would have to provide the customer with a prospectus showing the
fund's fees, and could not characterize the fund shares as no-load.
4. Safekeeping and Custody. The safekeeping and custody exception
would permit banks to perform specified services in connection with
safekeeping and custody of securities. Under the proposed exemption,
banks can take orders for securities transactions from employee
benefit plan accounts and individual retirement and similar accounts
for which the bank acts as a custodian, as well as from other
safekeeping and custody accounts on an accommodation basis. If a bank
accepts securities orders under the proposed exemption with respect to
a custody account, no bank employee may receive compensation from the
bank, the executing broker or dealer, or any other person that is
based on whether a securities transaction is executed for the account,
or on the quantity, price, or identity of the securities purchased or
sold by the account.
Additional conditions would apply when a bank accepts securities
orders for a custodial account on an accommodation basis. In
particular, the bank can not advertise securities order-taking,
provide investment advice or research or make recommnedations
concerning securities to the account or otherwise solicit securities
transactions from the account. In addition, the bank's charges for
effecting a securities transaction for the account can not vary based
on whether the bank accepted the order for the transaction, or on the
quantity or price of the securities to be bought or sold.
5. Proposed Exemption for Banks To Effect Transactions in Investment
Company Securities. The proposal would include an exemption that would
permit banks to effect mutual fund transactions through the National
Securities Clearing Corporation's Mutual Fund Services (Fund/SERV) or
directly with a transfer agent.
6. Securities Lending Exemption. The proposal would repropose an
exemption for banks from the definition of broker for noncustodial
securities lending activities. This exemption would reinstate a rule
that would otherwise be voided by the Regulatory Relief Act. The
existing rule was adopted as a part of the bank dealer rules and
included exemptions for banks' brokerage activities associated with
noncustodial securities lending.
7. Regulation S Securities Exemption. The proposal would include an
exemption for banks from the definition of broker for agency
transactions in Regulation S securities with non-U.S. persons. The
Commission originally proposed this rule in 2004.
8. Section 29 Exemptions. The proposal would provide banks with a
transitional 18-month exemption to prevent their contracts from being
void or voidable under Exchange Act Section 29(b). In addition, it
would provide banks with a permanent exemption from Section 29(b),
where a bank has acted in good faith and had reasonable policies and
procedures in place to comply with the bank broker rules and
regulations, and any violation of the registration requirements would
not result in any significant harm, financial loss, or cost to the
person seeking to void the contract.
9. Temporary Exemption. The proposed rules also would provide banks
with a transitional 18-month exemption until the first day of their
first fiscal year commencing after June 30, 2008. This would give
banks time to make any necessary changes in their compliance programs.
The Commission, together with the Board, request public comment on
these proposals within 90 days of their publication in the Federal
Register.
B. Key Provisions of the SEC-only Proposal.
The companion proposal issued by the Commission complements the rules
issued for comment jointly with the Board. In particular, the release
reproposes an exemption from the definition of "dealer" for banks'
conduit securities lending activities, a conditional exemption from
the definition of "dealer" for banks' riskless principal Regulation S
transactions, and a clarifying amendment to Exchange Act Rule 15a-6 to
align that rule with the Exchange Act bank broker and dealer
provisions and related rules.
The Commission requests public comment on these proposals within 90
days of their publication in the Federal Register.
C. Key Provisions of the Temporary Exemption.
The Commission extended the exemption for banks from the definition of
"broker" until July 2, 2007. This will provide the Commission and the
Board time to consider fully comments received and to take any final
action on the implementing rules.
Background
Gramm-Leach-Bliley and Regulatory Relief Acts. On Oct. 13, 2006,
President Bush signed into law the Regulatory Relief Act, which
requires the Commission and the Board to jointly issue proposed rules
no later than 180 days after the date of enactment and to jointly
adopt final rules implementing the bank broker exceptions in Exchange
Act Section 3(a)(4). The Regulatory Relief Act also requires the
Commission and the Board to consult with and seek the concurrence of
the Federal banking agencies (the Office of the Comptroller of the
Currency, the Office of Thrift Supervision, and the Federal Deposit
Insurance Corporation).
A final set of rules jointly adopted by the Commission and the Board
will supersede any other proposed or final rule issued by the
Commission on or after the date of enactment of the Gramm-Leach-Bliley
Act of 1999 (GLBA) with regard to the bank exceptions to the
definition of "broker" in Exchange Act Section 3(a)(4)(B). The GLBA
replaced banks' complete exemption from the definition of "broker"
with eleven exceptions that permit banks to engage in certain
securities activities. (Press Rel. 2006-205)
SEC VOTES TO PROPOSE INTERPRETIVE GUIDANCE FOR MANAGEMENT TO IMPROVE
SARBANES-OXLEY 404 IMPLEMENTATION
The Securities and Exchange Commission today voted to propose for
public comment interpretive guidance for managements regarding their
evaluations of internal control over financial reporting. The
Commission also proposed amendments to Rules 13a-15 and 15d-15 that
would make it clear that a company choosing to perform an evaluation
of internal control in accordance with the interpretive guidance would
satisfy the annual evaluation required by those rules. Finally, the
Commission proposed amendments to Regulation S-X to clarify the
auditor's reporting requirement pursuant to Section 404(b) of the
Sarbanes-Oxley Act.
"We are proposing this interpretative guidance to help management make
their evaluation process more efficient and cost-effective," said SEC
Chairman Christopher Cox. "In the absence of guidance, management has
looked to the PCAOB's auditing standard to conduct their evaluations,
which is not what was intended. With this guidance, management will be
able to scale and tailor their evaluation procedures to fit their
facts and circumstances, and investors will benefit from reduced
compliance costs. While the guidance is intended to help public
companies of all sizes, smaller companies should particularly benefit
from its scalability and flexibility. We believe that today's proposed
guidance, along with the Public Company Accounting Oversight Board's
new auditing standard to be proposed next week, will result in
significant improvements in the implementation of Sox 404."
"The guidance proposed today is an important step in the roadmap the
Commission laid out in May for improving the implementation of Section
404 for all issuers," said John W. White, Director of the SEC's
Division of Corporation Finance. "The proposed interpretive guidance
should reduce uncertainty about what constitutes a reasonable approach
to management's evaluation while maintaining flexibility for companies
that have already developed their own assessment procedures and tools
that serve the company and its investors well. Companies will be able
to continue using their existing procedures if they choose, provided
of course that those meet the standards of Section 404 and our rules.
At the same time, the guidance maintains the important investor
protection objectives of bringing information about material
weaknesses into public view and fostering the preparation of reliable
financial statements in an effective and efficient manner."
"Our proposed guidance is focused on risk and materiality. We have
worked hard to ensure that the proposed guidance will not disrupt best
practices already in place, or that may be evolving, while at the same
time ensuring that it would be scalable to companies of all sizes,"
said Conrad Hewitt, Chief Accountant. "In particular, the top-down,
risk-based guidance would allow for effective, and, importantly,
efficient, methods and procedures for conducting evaluations at
smaller companies. It is also intended to rebalance control over the
process by providing management with its own guidance - without the
need to look to auditing standards - for evaluating internal control
over financial reporting. Although our guidance is directed to
management and the expected proposal from the PCAOB is directed to
auditors, we encourage respondents to take advantage of the proposals'
overlapping comment periods to consider whether the proposals, if
adopted, will ensure an appropriate balance between management's
evaluation process and the audit process. We encourage feedback on all
aspects of our proposal."
Introduction
Section 404(a) of the Sarbanes-Oxley Act directed the Commission to
adopt rules requiring each annual report of a company, other than a
registered investment company, to contain (1) a statement of
management's responsibility for establishing and maintaining an
adequate internal control structure and procedures for financial
reporting; and (2) management's assessment, as of the end of the
company's most recent fiscal year, of the effectiveness of the
company's internal controls structure and procedures for financial
reporting.
On June 5, 2003, the Commission adopted such rules implementing
Section 404(a) with regard to management's obligations to report on
its internal control over financial reporting. The final rules did not
prescribe any specific method or set of procedures for management to
follow in performing its evaluation.
Today's proposal would amend the Commission's rules adopted in 2003 to
state that an evaluation conducted in accordance with the interpretive
guidance would satisfy the Commission's rules. However, in order to
retain the flexibility that was desired by the 2003 rules, the
amendments proposed today would afford management the latitude to
either follow the interpretive guidance or to develop and use other
methods that achieve the objectives of the Commission's 2003 rules.
Proposed Interpretive Guidance for Evaluating Effectiveness of
Internal Control over Financial Reporting
The proposed guidance is principles-based guidance that is organized
around two important principles:
* First, management should evaluate the design of the controls
that it has implemented to determine whether there is a
reasonable possibility that a material misstatement in the
financial statements would not be prevented or detected in a
timely manner. This principle promotes efficiency by allowing
management to focus on those controls that are needed to prevent
or detect material misstatement in the financial statements.
* Second, management should gather and analyze evidence about the
operation of the controls being evaluated based on its assessment
of the risk associated with those control. The principle allows
management to align the nature and extent of its evaluation
procedures with those areas of financial reporting that pose the
greatest risks to reliable financial reporting.
By following these two principles, we believe that companies of all
sizes and complexities will be able to implement our rules more
effectively and efficiently. As smaller public companies often have
less complex internal control systems than larger public companies,
this proposed approach would enable smaller public companies in
particular to scale and tailor their evaluation methods and procedures
to fit their own facts and circumstances.
The proposed guidance describes a risk-based approach and addresses
many of the concerns that have been raised to the Commission
including: excessive testing of controls generally; excessive
documentation of processes, controls, and testing; and the ability to
scale the evaluation to smaller companies. The guidance addresses four
specific areas including:
1. Identification of risks to reliable financial reporting and the
related controls that management has implemented to address those
risks. The proposed guidance describes a risk-based approach that
would require the use of judgment to determine those areas that are
both material and which pose a risk to reliable financial reporting.
Management then would identify the controls that address those risks,
including the risk of material misstatement due to fraud. The guidance
would not require that every control in a process be identified. Once
those controls are identified that adequately address the risk of
material misstatement in the financial statements, it would be
unnecessary to include additional controls within management's
evaluation.
2. Evaluation of the operating effectiveness of controls. Once
management has determined the controls within the scope of its
evaluation, management would then gather and analyze evidence about
the operation of those controls. The proposed guidance provides for a
risk-based approach that would require the use of judgment to direct
management's evaluation efforts towards those areas that pose greatest
risk to reliable financial reporting based on the company's unique
facts and circumstances. The proposed guidance would allow management
to support its evaluation in a variety of ways and illustrates how
management can consider and utilize its existing daily interaction
with its business, self-assessment, and other ongoing monitoring
activities to support its evaluation.
3. Reporting the overall results of management's evaluation. Once
management has completed its evaluation, management must decide if any
identified control deficiencies are material weaknesses. The proposed
guidance provides management with a framework, outside of the auditing
literature, for making these judgments and includes situations that
are considered strong indicators that a material weakness exists. The
guidance describes the factors that management should consider to
evaluate the severity of a deficiency. If the deficiency is a material
weakness, consistent with the Commission's existing rules, management
must conclude that internal control over financial reporting is not
effective and management has reporting responsibilities surrounding
that material weakness. In addition, the guidance addresses the
disclosure requirements for internal control reports in situations
such as scope limitations and restatements.
4. Documentation. The proposed guidance explains the nature and extent
of evidential matter that management must maintain in support of its
assessment including how management has flexibility in approaches to
documentation. The proposed guidance indicates that such documentation
can take many forms, can be presented in a number of ways, and does
not need to include all controls within a process that impacts
financial reporting. The proposed guidance provides that the
evidential matter maintained in support of the assessment would also
include the methods and procedures it utilizes to gather and evaluate
evidence and the basis for its conclusions about the controls related
to individual financial reporting elements. The proposed guidance
indicates that in those situations in which management is able to rely
on its daily interaction with its controls as a basis for its
assessment, management may have limited documentation created
specifically for the evaluation beyond documentation regarding how its
interaction provided it with sufficient evidence.
Coordination with the Public Company Accounting Oversight Board
Although today's issuance of the proposed interpretive release is a
major milestone in the improvement of the implementation of Section
404, the Commission remains committed to all of the steps set forth in
the roadmap that was released entitled "Next Steps for Sarbanes-Oxley
Implementation" (SEC Press Release 2006-75, May 17, 2006). In that
regard, the Commission and its staff have also been working closely
with the Public Company Accounting Oversight Board over the past few
months in their work to develop a new auditing standard that would
supersede Auditing Standard No. 2, the Board's existing auditing
standard on internal control over financial reporting. The proposed
standard is expected to provide for more efficient, risk-based,
scalable audits of internal control over financial reporting while
retaining the important investor protection benefits. Today's proposed
amendments to Regulation S-X are intended to clarify the auditor
reporting requirement in a consistent manner with the anticipated
proposed new auditing standard. The Board has announced that it
intends to consider proposing the new auditing standard at the Board's
open meeting to be held next week on Tuesday, Dec. 19, 2006.
Comments on the proposed interpretive guidance and rule amendments
should be received by the Commission within 60 days of their
publication in the Federal Register. (Press Rel. 2006-206)
SEC VOTES TO REPROPOSE RULES ALLOWING FOREIGN PRIVATE ISSUER
DEREGISTRATION UNDER THE EXCHANGE ACT
Today the Commission voted to repropose amendments to the rules that
govern when a foreign private issuer may terminate the registration of
a class of equity securities under Section 12(g) of the Securities
Exchange Act of 1934 and the corresponding duty to file reports
required under Section 13(a) of the Exchange Act, and when it may
cease its reporting obligations regarding a class of equity or debt
securities under Section 15(d) of the Exchange Act. Under the current
rules, a foreign private issuer may exit the Exchange Act registration
and reporting regime if the class of the issuer's securities has less
than 300 record holders who are U.S. residents. Because of the
increased globalization of the U.S. securities markets that has
occurred since the adoption of these rules, a foreign private issuer
may find it difficult to terminate its Exchange Act registration and
reporting obligations despite the fact that there is relatively little
interest in the issuer's securities among United States investors.
Moreover, currently a foreign private issuer can only suspend, and
cannot terminate, a duty to report arising under Section 15(d) of the
Exchange Act.
Reproposed Exchange Act Rule 12h-6 would permit the termination of
Exchange Act reporting regarding a class of equity securities under
either Section 12(g) or Section 15(d) of the Exchange Act by a foreign
private issuer that meets a quantitative benchmark designed to measure
relative U.S. market interest for that class of securities, which does
not depend on a head count of the issuer's U.S. security holders. The
reproposed benchmark would require the comparison of the average daily
trading volume of an issuer's securities in the United States with
that in its primary trading market. Because the Commission did not
fully address this approach when it originally proposed Rule 12h-6
last December, and because of other proposed changes to Rule 12h-6 not
fully discussed in the original rule proposal, it has reproposed Rule
12h-6 and the accompanying rule amendments.
"Foreign private issuers are a very important part of our capital
markets. By providing foreign registrants with an appropriate means to
terminate their Exchange Act reporting obligations based solely on
their securities' relatively small U.S. trading volume, today's
proposal is intended to provide more clarity and certainty to foreign
issuers as well as to U.S. investors in those companies," said John
White, Director of the Division of Corporation Finance at the SEC.
"The revised proposal should make the deregistration process less
complicated and burdensome for foreign private issuers without
sacrificing investors' interests. We look forward to receiving
comments from the broad range of parties with views on foreign
deregistration as the Commission continues to recognize and respond to
the challenges and needs of our markets' increasing globalization
while never losing sight of our primary mission of investor
protection."
Highlights of the Rule Reproposal
Trading Volume Standard
Reproposed Rule 12h-6 would:
* permit an issuer, regardless of size, to terminate its Exchange
Act registration and reporting obligations regarding a class of
equity securities, assuming it meets all the other conditions of
Rule 12h-6, if the U.S. average daily trading volume of the
subject class of securities has been no greater than 5 percent of
the average daily trading volume of that class of securities in
the issuer's primary trading market during a recent 12 month
period;
* require an issuer that delists in the U.S. prior to
deregistering under Rule 12h-6 to meet the trading volume
standard at the date of delisting or else wait 12 months before
it can proceed with deregistration in reliance on the trading
volume standard; and
* require an issuer that terminates an American Depositary
Receipts facility to wait 12 months before seeking deregistration
under Rule 12h-6 in reliance on the trading volume standard.
Other Conditions for Equity Securities Registrants
Reproposed Rule 12h-6 would also require an equity securities
registrant to:
* have been an Exchange Act reporting company for at least one
year, to have filed or submitted all Exchange Act reports
required for this period, and to have filed at least one Exchange
Act annual report;
* have not sold its securities in a registered offering in the
United States, except for specified offerings, during the
preceding 12 months, but would allow exempted securities
offerings; and
* have maintained a listing for at least a year in a foreign
jurisdiction that, either singly or together with one other
foreign jurisdiction, constitutes the primary trading market for
the issuer's subject class of securities.
Expanded Scope of Rule 12h-6
Reproposed Rule 12h-6 would expand the scope of the originally
proposed rule in two respects:
* a foreign private issuer that terminated or suspended its
Exchange Act reporting obligations under the current exit rules
before the effective date of Rule 12h-6 would be able to achieve
the benefits of termination under Rule 12h-6 as long as it met
specified conditions; and
* following a merger, acquisition or other similar transaction, a
foreign private issuer that succeeded to the Exchange Act
reporting obligations of another company could take into account
the Exchange Act reporting history of its predecessor when
determining whether it met the conditions for deregistration
under Rule 12h-6.
Reproposed Rule 12g3-2(b) Amendments
The reproposed rule amendments would permit a foreign private issuer
to claim the Rule 12g3-2(b) exemption:
* immediately upon its termination of Exchange Act reporting
under Rule 12h-6, rather than having to wait 18 months as is
currently required; and
* upon the condition that it publish in English its home country
materials required by Rule 12g3-2(b) on its Internet website or
through an electronic information delivery system that is
generally available to the public in its primary trading market.
The reproposed rule amendments would further permit:
* a non-reporting company that has received or will receive the
Rule 12g3-2(b) exemption, upon application to the Commission and
not pursuant to Rule 12h-6, to publish in English its required
home country documents on its Internet website or through an
electronic information delivery system in its primary trading
market, rather than submitting them in paper to the Commission,
as is currently required.
Comments on the rule reproposal must be received by the Commission
within 30 days of its publication in the Federal Register. (Press Rel.
2006-207)
ENFORCEMENT PROCEEDINGS
IN THE MATTER OF GUILLAUME POLLET
On December 12, the Commission issued an Order Instituting
Administrative Proceedings Pursuant to Section 15(b) of the Securities
Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions
(Order) against Guillaume Pollet (Pollet). The Order finds that: (1)
on Nov. 21, 2006, a partial judgment was entered by consent against
Pollet, a former managing director of SG Cowen & Co., LLC (SG Cowen),
in SEC v. Guillaume Pollet, 05 Civ. 1937 (SLT)(RLM), which, among
other things: (a) permanently enjoined Pollet from future violations
of Section 17(a) of the Securities Act of 1933, and Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (b)
ordered Pollet to pay disgorgement, pre-judgment interest, and civil
penalties in amounts to be determined by a later order of the Court in
the civil action; (2) the Commission's complaint had alleged that,
during 2001, Pollet routinely sold short the publicly traded
securities of PIPE issuers prior to the close of such issuers' PIPE
transaction in which SG Cowen was investing or contemplating
investing. A "PIPE" is a private investment in public equity. The
complaint further alleged that, in several instances, Pollet's short
selling was contrary to specific representations in securities
purchase agreements that no short selling would take place or had
taken place and that the PIPE shares were being purchased with
investment intent. The complaint also alleged that Pollet's pre-close
short selling constituted unlawful insider trading on occasions where
either Pollet obtained information about the upcoming PIPE transaction
pursuant to a confidentiality agreement with the PIPE issuer and,
therefore, owed such issuer a duty of trust or confidence, or where SG
Cowen served as the PIPE issuer's investment banker and, as such, was
a temporary insider that owed a fiduciary duty to the issuer.
Based on the above, the Order bars Pollet from association with any
broker or dealer. Pollet consented to the issuance of the Order
without admitting or denying any of the findings in the Order. (Rel.
34-54924; File No. 3-12503)
COMMISSION ORDERS HEARINGS ON REGISTRATION REVOCATION AGAINST
SECURITIES OF ENERGY VISION INTERNATIONAL, INC. (F/K/A DEMARCO ENERGY
SYSTEMS OF AMERICA, INC.) FOR FAILURE TO MAKE REQUIRED PERIODIC
FILINGS
Commission Institutes Follow-Up Proceedings to August 28, 2006 Trading
Suspensions
The Commission today instituted public administrative proceedings to
determine whether to revoke or suspend the registration of each class
of the securities of Energy Vision International, Inc. (f/k/a DeMarco
Energy Systems of America, Inc.) (EGVI) for failure to make required
periodic filings with the Commission. These proceedings represent
follow-up action to the trading suspension order issued by the
Commission on August 28, 2006 as to the securities of EGVI.
In this matter, the Division of Enforcement alleges that EGVI is
delinquent in its required periodic filings with the Commission. The
Division of Enforcement also alleges that the common stock of EGVI was
quoted on the Pink Sheets as of Aug. 21, 2006.
In these proceedings, instituted pursuant to Securities Exchange Act
of 1934 (Exchange Act) Section 12(j), a hearing will be scheduled
before an Administrative Law Judge. At the hearing, the judge will
hear evidence from the Division and the respondent to determine
whether the allegations of the Division contained in the Order, which
the Division alleges constitute failures to comply with Exchange Act
Section 13(a) and Rules 13a-1 and 13a-13 thereunder, are true. The
judge in these proceedings will then determine whether the
registration pursuant to Exchange Act Section 12 of the securities of
the respondent should be revoked or suspended for a period not
exceeding twelve months. The Commission ordered that the
Administrative Law Judge in these proceedings issue an initial
decision not later than 120 days from the date of service of the order
instituting proceedings.
* See also the Order Instituting Administrative Proceedings, In
the Matter of Paystar Corp., et al., Administrative Proceeding
File No. 3-12399
* See also the Order Instituting Administrative Proceedings, In
the Matter of China Continental, Inc., et al., Administrative
Proceeding File No. 3-12438
* See also the Order Instituting Administrative Proceedings, In
the Matter of Cycomm International, Inc., et al., Administrative
Proceeding File No. 3-12439
* See also the Order Instituting Administrative Proceedings, In
the Matter of Amanda Company, Inc., et al., Administrative
Proceeding File No. 3-12486
* See also the Order Instituting Administrative Proceedings, In
the Matter of American International Petroleum Corp., et al.,
Administrative Proceeding File No. 3-12491
*See also Order of Suspension of Trading, In the Matter of Amanda
Company, Inc., et al., Exchange Act Release No. 54369
(Rel. 34-54925; File No. 3-12504)
SELF-REGULATORY ORGANIZATIONS
IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES
A proposed rule change (SR-ISE-2006-75) filed by the International
Securities Exchange relating to Rule 2101 (Equity Securities Traded)
and 2106 (Opening Process) has become effective under Section
19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is
expected in the Federal Register during the week of December 11. (Rel.
34-54895) A proposed rule change (SR-ISE-2006-74) and Amendment No. 1
thereto filed by the International Securities Exchange relating to
prefatory language in Chapter 21 (ISE Stock Exchange LLC Trading
Rules) has become effective under Section 19(b)(3)(A) of the
Securities Exchange Act of 1934. Publication is expected in the
Federal Register during the week of December 11. (Rel. 34-54896) A
proposed rule change (SR-ISE-2006-76) filed by the International
Securities Exchange relating to ISE Stock Exchange fees has become
effective under Section 19(b)(3)(A) of the Securities Exchange Act of
1934. Publication is expected in the Federal Register during the week
of December 11. (Rel. 34-54897) A proposed rule change (SR-NASD-2006-
129) filed by the National Association of Securities Dealers relating
to new trade report modifiers has become effective under Section
19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is
expected in the Federal Register during the week of December 18. (Rel.
34-54909) A proposed rule change (SR NYSE-2006 108) filed by the New
York Stock Exchange to amend the linkage fee has become immediately
effective under Section 19(b)(3)(A) of the Securities Exchange Act of
1934 and Rule 19b-4(f)(2) thereunder. Publication is expected in the
Federal Register during the week of December 18. (Rel. 34-54911)
PROPOSED RULE CHANGES
The New York Stock Exchange filed a proposed rule change (SR-NYSE-
2006-110) relating to the retroactive application of an increase to
its Linkage Order Fee. Publication is expected in the Federal Register
during the week of December 11. (Rel. 34-54912)
The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx-
2006-81) relating to the establishment of a maximum number of quoting
participants permitted in a particular option on the Exchange pursuant
to Section 19(b)(2) of the Securities Exchange Act of 1934.
Publication is expected in the Federal Register during the week of
December 18. (Rel. 34-54914)
APPROVAL OF PROPOSED RULE CHANGE
The Commission approved a proposed rule change (SR-NYSE-2006-13) filed
by the New York Stock Exchange and granted accelerated approval to
Amendment No. 1 to the proposed rule change to Rule 431 (Margin
Requirements) and Rule 726 (Delivery of Options Disclosure Document
and Prospectus) relating to customer portfolio margining. Publication
is expected in the Federal Register during the week of December 18.
(Rel. 34-54918)
ACCELERATED APPROVAL OF PROPOSED RULE CHANGE
The Chicago Board Options Exchange filed Amendment Nos. 1 and 2 to the
proposed rule change (SR-CBOE-2006-14) relating to customer portfolio
margining. The Commission granted accelerated approval to the proposed
rule change, as amended. Publication is expected in the Federal
Register during the week of December 18. (Rel. 34-54919)
SECURITIES ACT REGISTRATIONS
The following registration statements have been filed with the SEC
under the Securities Act of 1933. The reported information appears as
follows: Form, Name, Address and Phone Number (if available) of the
issuer of the security; Title and the number and/or face amount of the
securities being offered; Name of the managing underwriter or
depositor (if applicable); File number and date filed; Assigned
Branch; and a designation if the statement is a New Issue.
Registration statements may be obtained in person or by writing to the
Commission's Public Reference Branch at 100 F Street, N.E.,
Washington, D.C. 20549-1090 or at the following e-mail box address:
. In most cases, this information is also
available on the Commission's website: .
S-3 CYTOGEN CORP, 6099878200 - 0 ($27,765,989.10) Equity,
(File 333-139264 - Dec. 12) (BR. 01A)
F-3 QIAO XING UNIVERSAL TELEPHONE INC,
QIAO XING BUILDING WU SHI INDUSTRIAL ZON, 011-86-752-2808188,
HUIZHOU CITY GUANG D, F4, 80111, 0 ($36,140,029.00) Equity,
(File 333-139265 - Dec. 12) (BR. 11C)
SB-2 Western Hemisphere Mining CORP, 4861 CAMBRIDGE STREET, BURNABY, A1,
V5C 1H9, (604)451-6841 - 10,000,000 ($200,000.00) Equity,
(File 333-139266 - Dec. 12) (BR. 04)
S-8 NACCO INDUSTRIES INC, 5875 LANDERBROOK DR, MAYFIELD HEIGHTS, OH,
44124-4017, 4404499668 - 184,421 ($27,416,025.86) Equity,
(File 333-139268 - Dec. 12) (BR. 10B)
S-8 AMERICAS CARMART INC, 802 SOUTHEAST PLAZA AVE., SUITE 200, BENTONVILLE,
AR, 72712, (479) 464-9944 - 200,000 ($2,294,000.00) Equity,
(File 333-139269 - Dec. 12) (BR. 02C)
S-8 AMERICAS CARMART INC, 802 SOUTHEAST PLAZA AVE., SUITE 200, BENTONVILLE,
AR, 72712, (479) 464-9944 - 200,000 ($2,294,000.00) Equity,
(File 333-139270 - Dec. 12) (BR. 02C)
SB-2 ENVIRO-TECH INC, 1 PLACE VILLE MARIE, SUITE 2818, MONTREAL, A8,
H3B 4R4, 514-845-0084 - 5,500,000 ($275,000.00) Equity,
(File 333-139271 - Dec. 12) (BR. 04)
S-1 TRAVELCENTERS OF AMERICA LLC, 400 CENTRE STREET, NEWTON, MA, 02458,
617-964-8389 - 0 ($341,770,000.00) Equity, (File 333-139272 - Dec. 12)
(BR. 02)
SB-2 DEEAS RESOURCES INC., 6348 49TH AVENUE, LADNER, A1, V4K 5A1,
604-808-6211 - 676,000 ($135,200.00) Equity, (File 333-139273 -
Dec. 12) (BR. 04)
S-8 DELHAIZE GROUP, RUE OSSEGHEMSTRAAT 53, BRUSSELS, C9, 1080,
011-32-2-412-2111 - 0 ($611,082,000.00) Equity, (File 333-139274 -
Dec. 12) (BR. 02B)
S-1 ORCHID CELLMARK INC, 4390 US ROUTE ONE, PRINCETON, NJ, 08540,
6097502200 - 4,874,630 ($15,428,203.95) Equity, (File 333-139275 -
Dec. 12) (BR. 09B)
N-2 TEMPLETON RUSSIA & EAST EUROPEAN FUND INC, BROWARD FINANCIAL CENTRE,
500 EAST BROWARD BLVD., SUITE 2100, FORT LAUDERDALE, FL, 33394-3091,
9545277500 - 12,500 ($989,375.00) Other, (File 333-139276 - Dec. 12)
(BR. 18)
S-8 InfoSearch Media, Inc., 310-437-7380 - 1,285,714 ($231,429.00) Equity,
(File 333-139277 - Dec. 12) (BR. 08C)
S-8 BRAZAURO RESOURCES CORP, 800 BERING, STE 208, HOUSTON, TX, 77057,
7137851278 - 9,925,000 ($11,063,187.00) Equity, (File 333-139278 -
Dec. 12) (BR. 04A)
S-8 MANATRON INC, 510 E MILHAM AVENUE, PORTAGE, MI, 49002, 6163755300 -
600,000 ($5,382,000.00) Equity, (File 333-139279 - Dec. 12) (BR. 03B)
S-3 MANATRON INC, 510 E MILHAM AVENUE, PORTAGE, MI, 49002, 6163755300 -
436,500 ($3,915,405.00) Equity, (File 333-139280 - Dec. 12) (BR. 03B)
S-3 DEL GLOBAL TECHNOLOGIES CORP, 11550 WEST KING STREET, FRANKLIN PARK,
IL, 60131, 847 2887000 - 5,555,555 ($10,000,000.00) Equity,
(File 333-139281 - Dec. 12) (BR. 10A)
S-8 EMC CORP, 176 SOUTH STREET, HOPKINTON, MA, 01748-9103, 5084351000 -
100,000,000 ($100,000,000.00) Equity, (File 333-139282 - Dec. 12)
(BR. 03C)
S-8 XA, INC., JOHN HANCOCK CENTER, 875 NORTH MICHIGAN AVENUE, SUITE 2626,
CHICAGO, IL, 60611, 312-397-9100 - 150,000 ($46,500.00) Equity,
(File 333-139283 - Dec. 12) (BR. 08A)
S-8 INFOSPACE INC, 601 108TH AVE NE, SUITE 1200, BELLEVUE, WA, 98004,
4258821602 - 0 ($100,100,000.00) Equity, (File 333-139284 - Dec. 12)
(BR. 03C)
S-3 OPTION CARE INC/DE, 485 E. HALF DAY ROAD, SUITE 300, BUFFALO GROVE, IL,
60089, 8474652100 - 0 ($7,942,143.00) Equity, (File 333-139285 -
Dec. 12) (BR. 01B)
S-3 TRIUMPH GROUP INC /, FOUR GLENHARDIE CORPORATE CENTER,
1255 DRUMMERS LANE SUITE 200, WAYNE, PA, 19087, 6109750420 -
0 ($201,250,000.00) Equity, (File 333-139287 - Dec. 12) (BR. 05C)
RECENT 8K FILINGS
Form 8-K is used by companies to file current reports on the following events:
1.01 Entry into a Material Definitive Agreement
1.02 Termination of a Material Definitive Agreement
1.03 Bankruptcy or Receivership
2.01 Completion of Acquisition or Disposition of Assets
2.02 Results of Operations and Financial Condition
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
under an Off-Balance Sheet Arrangement
2.05 Cost Associated with Exit or Disposal Activities
2.06 Material Impairments
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
3.02 Unregistered Sales of Equity Securities
3.03 Material Modifications to Rights of Security Holders
4.01 Changes in Registrant's Certifying Accountant
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
5.01 Changes in Control of Registrant
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
6.01. ABS Informational and Computational Material.
6.02. Change of Servicer or Trustee.
6.03. Change in Credit Enhancement or Other External Support.
6.04. Failure to Make a Required Distribution.
6.05. Securities Act Updating Disclosure.
7.01 Regulation FD Disclosure
8.01 Other Events
9.01 Financial Statements and Exhibits
8-K reports may be obtained in person or by writing to the
Commission's Public Reference Branch at 100 F Street, N.E.,
Washington, D.C. 20549-1090 or at the following e-mail box address:
. In most cases, this information is also
available on the Commission's website: .
STATE
NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT
@ROAD, INC DE 8.01,9.01 12/10/06
1 800 FLOWERS COM INC DE 2.02 12/12/06
ACCEPTANCE INSURANCE COMPANIES INC DE 8.01,9.01 12/11/06
Acquicor Technology Inc DE 8.01,9.01 12/12/06
ACUSPHERE INC DE 7.01,8.01,9.01 12/12/06
ADC TELECOMMUNICATIONS INC MN 2.02,7.01,9.01 12/12/06
ADDVANTAGE TECHNOLOGIES GROUP INC OK 2.02,7.01,9.01 12/11/06
ADVANCED VIRAL RESEARCH CORP DE 5.02,9.01 12/08/06
AEI INCOME & GROWTH FUND XXII LTD PAR MN 2.01,9.01 12/06/06
AGILE SOFTWARE CORP DE 8.01,9.01 12/06/06
AGILENT TECHNOLOGIES INC DE 7.01,9.01 12/12/06
AKORN INC LA 1.01,9.01 12/06/06
ALABAMA NATIONAL BANCORPORATION DE 1.01,2.03,9.01 12/08/06
ALANCO TECHNOLOGIES INC AZ 2.01 09/11/06 AMEND
ALANCO TECHNOLOGIES INC AZ 2.01,9.01 12/11/06 AMEND
ALCAN INC A6 5.02,8.01 12/12/06
Alexza Pharmaceuticals Inc. DE 8.01 12/11/06
ALLIANT ENERGY CORP WI 5.02,5.03,9.01 12/06/06
ALLIANT ENERGY CORP WI 5.02 09/21/06 AMEND
ALLOY INC DE 3.02,9.01 12/07/06
ALMOST FAMILY INC DE 8.01,9.01 12/11/06
ALPHA MOTORSPORT, INC. NV 1.01,9.01 12/11/06
ALTAIR NANOTECHNOLOGIES INC A6 5.02 12/11/06
AMERICA FIRST APARTMENT INVESTORS INC MD 2.01,9.01 09/28/06 AMEND
AMERICAN AXLE & MANUFACTURING HOLDING DE 1.01,9.01 12/11/06
AMERICAN PACIFIC CORP DE 5.02 12/06/06
American Telecom Services Inc 8.01,9.01 12/12/06
AMICAS, Inc. DE 5.02 12/12/06
Amtrust Financial Services, Inc. DE 8.01,9.01 12/12/06
ARADIGM CORP CA 5.02 12/06/06
ARCH CAPITAL GROUP LTD. 8.01 12/12/06
ARCHSTONE SMITH TRUST MD 8.01,9.01 09/20/06
ARGENTEX MINING CORP NV 3.02 12/07/06
ARGENTEX MINING CORP NV 3.02 12/05/06
ARROW ELECTRONICS INC NY 1.01,8.01,9.01 12/11/06
Ascent Solar Technologies, Inc. DE 3.01 12/11/06
ASIAINFO HOLDINGS INC DE 7.01,9.01 12/12/06
ASIAN DRAGON GROUP INC. NV 1.01,5.01,5.02,8.01 12/12/06 AMEND
ATMOS ENERGY CORP TX 1.01,9.01 12/07/06
ATS MEDICAL INC MN 9.01 09/29/06 AMEND
AURIGA LABORATORIES, INC. DE 1.01,9.01 12/08/06
AUXILIUM PHARMACEUTICALS INC 1.01,1.02,9.01 12/06/06
AVATAR HOLDINGS INC DE 5.02 12/06/06
AVISTA CORP WA 2.02,9.01 12/12/06
AVISTA CORP WA 8.01,9.01 12/12/06
AVON PRODUCTS INC NY 5.02,9.01 12/06/06
BALCHEM CORP MD 3.01,7.01,9.01 12/11/06
BANNER CORP WA 8.01,9.01 12/11/06
BANNER CORP WA 1.01,9.01 12/11/06
BARNWELL INDUSTRIES INC DE 8.01,9.01 12/12/06
BARRIER THERAPEUTICS INC DE 5.02,8.01,9.01 12/06/06
BEA SYSTEMS INC DE 1.01 12/08/06
BERKSHIRE INCOME REALTY INC 2.01 12/06/06
BEST BUY CO INC MN 2.02,9.01 12/12/06
BIOGEN IDEC INC DE 5.02 12/06/06
BITECH PHARMA, INC. 4.01,9.01 12/06/06
BlackRock Inc. DE 9.01 09/29/06 AMEND
BNS HOLDING, INC. 4.01,9.01 12/11/06
BNS HOLDING, INC. 4.01,9.01 12/08/06 AMEND
BOSTON CAPITAL REAL ESTATE INVESTMENT MD 1.01,2.03,8.01,9.01 12/07/06
BRANDYWINE OPERATING PARTNERSHIP LP / DE 5.02,9.01 12/06/06
BRANDYWINE REALTY TRUST MD 5.02,9.01 12/06/06
BROADVISION INC DE 2.02,9.01 12/07/06
BSML INC UT 5.02,9.01 12/06/06 AMEND
Bunge LTD 5.02,9.01 12/07/06
CAPITAL MORTGAGE PLUS L P DE 8.01,9.01 12/12/06
CAPITAL ONE MASTER TRUST NY 8.01,9.01 12/11/06
Cardium Therapeutics, Inc. 8.01,9.01 12/07/06
CAREER EDUCATION CORP DE 8.01,9.01 12/12/06
CAREGUIDE INC DE 2.01,3.02,5.02,8.01,9.01 12/08/06
CARGO CONNECTION LOGISTICS HOLDING, I FL 1.01,3.02,9.01 12/06/06
CATUITY INC DE 1.01 12/06/06
CDRV Investors, Inc. DE 1.01,3.03,5.02,8.01,9.01 12/06/06
CEDAR SHOPPING CENTERS INC MD 2.02,7.01,9.01 12/11/06
CELGENE CORP /DE/ DE 1.01,9.01 12/08/06
Center for Wound Healing, Inc. 3.01,9.01 11/16/06
CENTRAL VERMONT PUBLIC SERVICE CORP VT 1.01,9.01 12/07/06
CHAD THERAPEUTICS INC CA 4.01,9.01 11/27/06 AMEND
CHAMPPS ENTERTAINMENT INC DE 5.02,9.01 12/06/06
CHAPEAU INC UT 7.01,9.01 12/12/06
CHASE BANK USA, NATIONAL ASSOCIATION DE 8.01,9.01 12/08/06
CHEVRON CORP DE 5.02,9.01 12/06/06
China VoIP & Digital Telecom Inc. NV 8.01,9.01 12/12/06
China VoIP & Digital Telecom Inc. NV 4.01 12/01/06
CIRTRAN CORP NV 1.01,9.01 11/30/06
CIT GROUP INC DE 8.01,9.01 12/11/06
CITIZENS BANCSHARES CORP /GA/ GA 5.02 12/12/06
CLARUS CORP DE 1.01,5.02,9.01 12/11/06
CLEVELAND ELECTRIC ILLUMINATING CO OH 2.03,9.01 12/11/06
Coley Pharmaceutical Group, Inc. DE 1.01 12/07/06
COLONIAL COMMERCIAL CORP NY 1.01,3.02,9.01 12/06/06
COMMERCE ENERGY GROUP, INC. DE 2.02,9.01 12/12/06
COMMUNITY BANK SYSTEM INC DE 1.01,2.03,9.01 12/08/06
CONTINENTAL AIRLINES INC /DE/ DE 7.01,9.01 12/11/06
CONVERA CORP DE 5.02 12/06/06
Convergence Ethanol, Inc. 5.02,9.01 12/12/06
COOPER COMPANIES INC DE 2.02,9.01 12/12/06
COREL CORP A6 9.01 12/12/06
CORNELL COMPANIES INC DE 1.01,7.01,9.01 10/10/06 AMEND
CORNING INC /NY NY 5.02 12/06/06
CORPORATE PROPERTY ASSOCIATES 15 INC MD 5.02 12/06/06
CORUS BANKSHARES INC MN 5.02,9.01 12/06/06
COUNTRYWIDE FINANCIAL CORP DE 2.02,9.01 12/12/06
COVAD COMMUNICATIONS GROUP INC DE 1.01,5.02,9.01 12/08/06
CRANE CO /DE/ DE 8.01,9.01 12/11/06
Cyberkinetics Neurotechnology Systems DE 5.05,9.01 12/06/06
CYTOKINETICS INC 8.01,9.01 12/11/06
CYTYC CORP DE 8.01,9.01 12/08/06
DEFENSE INDUSTRIES INTERNATIONAL INC NV 8.01 12/12/06
DENBURY RESOURCES INC DE 5.02 12/06/06
DEPOMED INC CA 1.01,9.01 12/11/06
DEPOMED INC CA 8.01 12/06/06
DEVON ENERGY CORP/DE DE 5.02 12/08/06
DEWEY ELECTRONICS CORP NY 5.02,9.01 12/06/06
DIAMOND OFFSHORE DRILLING INC DE 7.01,9.01 12/11/06
DIVERSIFAX INC DE 1.01,2.01,5.01,5.06,9.01 12/10/06
Dividend Capital Total Realty Trust I MD 8.01 12/08/06
DOLLAR GENERAL CORP TN 2.02,7.01,9.01 12/12/06
DREW INDUSTRIES INC DE 5.02,9.01 12/01/06
DUSKA THERAPEUTICS, INC. NV 1.01,2.03,3.02,9.01 12/08/06
E DIGITAL CORP DE 1.01,1.02,2.03,3.02,9.01 12/12/06
EAGLE BROADBAND INC TX 1.01,3.02,9.01 12/07/06
EASTMAN CHEMICAL CO DE 3.03 12/07/06
EDEN BIOSCIENCE CORP WA 3.01,9.01 12/12/06
EDGETECH SERVICES INC NV 1.01,2.01,9.01 12/04/06 AMEND
EDISON INTERNATIONAL CA 8.01 12/12/06
EDISON MISSION ENERGY DE 8.01,9.01 12/12/06
EFUNDS CORP DE 5.02 12/08/06
EGPI FIRECREEK, INC. NV 3.02,9.01 12/07/06
ELECTRONICS FOR IMAGING INC DE 8.01 11/22/06
ELITE PHARMACEUTICALS INC /DE/ DE 1.01,3.02,5.01,8.01,9.01 12/06/06
ENDWAVE CORP DE 8.01,9.01 12/11/06
EnerSys DE 1.01,9.01 12/12/06
ENTERPRISE FINANCIAL SERVICES CORP DE 1.01,9.01 12/06/06
EPIX Pharmaceuticals, Inc. 7.01,9.01 12/12/06
EQUINIX INC DE 8.01,9.01 12/11/06
EQUITABLE RESOURCES INC /PA/ PA 5.03,9.01 12/06/06
EQUITY RESIDENTIAL MD 2.06,7.01,9.01 12/06/06
EXELON CORP PA 7.01,9.01 12/12/06
EXPLORATION CO OF DELAWARE INC DE 5.02,9.01 12/07/06
FACTORY CARD & PARTY OUTLET CORP DE 2.02,8.01,9.01 12/12/06
Federal Home Loan Bank of Atlanta X1 2.03 12/06/06
Federal Home Loan Bank of Boston X1 2.03 12/06/06
Federal Home Loan Bank of Chicago X1 2.03 12/06/06
Federal Home Loan Bank of Cincinnati X1 2.03,9.01 12/06/06
Federal Home Loan Bank of Dallas 2.03 12/06/06
Federal Home Loan Bank of Des Moines X1 2.03,9.01 12/06/06
Federal Home Loan Bank of Indianapoli X1 2.03,9.01 12/06/06
Federal Home Loan Bank of New York X1 2.03,9.01 12/06/06
Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 12/06/06
Federal Home Loan Bank of San Francis X1 2.03 12/06/06
Federal Home Loan Bank of Seattle 2.03 12/11/06
Federal Home Loan Bank of Topeka 2.03 12/06/06
FEDERAL NATIONAL MORTGAGE ASSOCIATION 3.01 12/07/06
FIRST CASH FINANCIAL SERVICES INC DE 8.01,9.01 12/12/06
First Franklin Mortgage Loan Trust 20 DE 1.01,9.01 12/12/06
First Franklin Mortgage Loan Trust 20 DE 8.01,9.01 11/27/06
FIRST KEYSTONE FINANCIAL INC 3.02,5.03,9.01 12/11/06
FIRST POTOMAC REALTY TRUST MD 1.01,2.03,3.02,9.01 12/11/06
FIRSTGOLD CORP. DE 5.03,9.01 12/01/06
FLORIDA PUBLIC UTILITIES CO FL 1.01 12/06/06
FOCUS ENHANCEMENTS INC DE 1.01,2.03,9.01 12/11/06
FOLDERA, INC 5.02,9.01 12/06/06
FONIX CORP DE 1.01,2.03,3.02,9.01 12/07/06
FONIX CORP DE 1.01,2.03,3.02,9.01 12/07/06
FOOTHILLS RESOURCES INC 5.02,9.01 10/23/06
FOREST OIL CORP NY 1.01,2.03 12/08/06
FREMONT MICHIGAN INSURACORP INC MI 5.02 12/12/06
FRIENDLY ICE CREAM CORP MA 7.01,9.01 12/11/06
FTI CONSULTING INC MD 5.02,9.01 12/11/06
FULLER H B CO MN 5.02,9.01 11/30/06
FUSION TELECOMMUNICATIONS INTERNATION 8.01,9.01 12/11/06
FX ENERGY INC NV 7.01,9.01 12/12/06
GAMMACAN INTERNATIONAL INC DE 7.01,9.01 11/30/06
GASTAR EXPLORATION LTD 7.01,9.01 12/12/06
GENERAL MILLS INC DE 5.03,9.01 12/11/06
GENESCO INC TN 1.01,7.01,9.01 12/09/06
GENESIS BIOVENTURES INC NY 5.02,8.01,9.01 12/07/06
GENOMIC HEALTH INC 8.01 12/12/06
GETTING READY CORP 3.02,5.01,9.01 12/04/06 AMEND
GFR PHARMACEUTICALS INC NV 2.01,3.02,5.01,5.02,9.01 12/11/06
GLIMCHER REALTY TRUST MD 1.01,1.02,8.01 12/06/06
GLIMCHER REALTY TRUST MD 5.02 05/05/06 AMEND
Global Developments Inc. DE 8.01 12/06/06
Global Developments Inc. DE 8.01 12/06/06
Global Developments Inc. DE 8.01 12/06/06
Global Developments Inc. DE 8.01 12/05/06
GLOBALSCAPE INC DE 5.02,7.01,9.01 12/06/06
GOLD RESOURCE CORP CO 1.01,3.02,9.01 12/07/06
GOLDEN PATRIOT CORP NV 8.01,9.01 12/07/06
GOLDMAN SACHS GROUP INC/ DE 2.02,5.03,8.01,9.01 12/11/06
GOLDSPRING INC FL 5.02 12/11/06
GONDWANA ENERGY LTD / NY NV 3.02,7.01,9.01 12/08/06
GOODRICH PETROLEUM CORP DE 2.03,3.02,8.01,9.01 12/08/06
GREAT PLAINS ENERGY INC MO 8.01 12/11/06
Halo Technology Holdings, Inc. NV 1.01,9.01 12/06/06
HEALTH CARE REIT INC /DE/ DE 8.01,9.01 12/11/06
HEARTLAND EXPRESS INC NV 8.01,9.01 12/08/06
HERLEY INDUSTRIES INC /NEW DE 2.02,9.01 12/11/06
HINES REAL ESTATE INVESTMENT TRUST IN 1.01,2.01,7.01,9.01 12/07/06
HOSPITALITY PROPERTIES TRUST MD 8.01,9.01 12/12/06
HURCO COMPANIES INC IN 5.02 12/11/06
HURCO COMPANIES INC IN 5.02 12/11/06
IA GLOBAL INC DE 2.02,9.01 12/12/06
ICAD INC DE 5.02 12/08/06
IKANOS COMMUNICATIONS CA 2.05 11/30/06
IKON OFFICE SOLUTIONS INC OH 8.01,9.01 12/11/06
IMMUNE RESPONSE CORP DE 3.02 12/11/06
INDEVUS PHARMACEUTICALS INC DE 7.01,9.01 12/12/06
INDEVUS PHARMACEUTICALS INC DE 1.01,7.01,9.01 12/11/06
IndyMac Home Equity Mortgage Loan Ass DE 8.01,9.01 11/30/06
InfoSearch Media, Inc. DE 9.01 12/05/06 AMEND
INFOSPACE INC DE 1.01 12/05/06 AMEND
INGLES MARKETS INC NC 5.02 12/12/06
INSWEB CORP DE 2.02,8.01,9.01 12/12/06
INTERCONTINENTALEXCHANGE INC 8.01,9.01 12/11/06
IPARTY CORP DE 5.02,9.01 12/08/06
IPORUSSIA INC DE 8.01 12/08/06
Israel Technology Acquisition Corp. DE 1.01,9.01 02/28/06 AMEND
IWT TESORO CORP NV 1.01,9.01 12/10/06
JANUS CAPITAL GROUP INC DE 7.01 12/12/06
KAISER GROUP HOLDINGS INC DE 5.02 12/11/06
KELLOGG CO DE 5.02,9.01 12/12/06
KENSEY NASH CORP DE 5.02,9.01 12/06/06
Kohlberg Capital CORP DE 8.01,9.01 12/12/06
Koppers Holdings Inc. PA 1.01,9.01 12/09/06
KOPPERS INC PA 1.01,9.01 12/09/06
LARGE SCALE BIOLOGY CORP DE 1.03,8.01,9.01 10/11/06
LEHMAN BROTHERS HOLDINGS INC DE 5.02 12/12/06
LIBBEY INC DE 1.01 12/08/06
Liberty Global, Inc. 2.03,9.01 12/11/06
LINN ENERGY, LLC DE 5.02 12/06/06
Long Beach Mortgage Loan Trust 2006-1 DE 6.01 12/12/06
MANNKIND CORP 1.01,9.01 12/12/06
MAPINFO CORP DE 1.01,9.01 12/07/06
MARATHON OIL CORP DE 3.01,9.01 12/12/06
MARTEK BIOSCIENCES CORP DE 2.02,9.01 12/12/06
MASS MEGAWATTS WIND POWER INC 2.02,9.01 12/11/06
MATRITECH INC/DE/ DE 3.01,9.01 12/08/06
MCCORMICK & CO INC MD 8.01,9.01 12/12/06
MCDONALDS CORP DE 8.01,9.01 12/08/06
MEADE INSTRUMENTS CORP DE 2.02,9.01 12/11/06
MEDICALCV INC MN 1.01 12/06/06
MERCANTILE BANKSHARES CORP MD 5.02 12/06/06
Merchandise Creations, Inc. 1.01,9.01 12/08/06
MERCK & CO INC NJ 7.01,9.01 12/12/06
MERRILL LYNCH & CO INC DE 5.03,9.01 12/11/06
MFB CORP IN 5.03 12/06/06
MICROISLET INC NV 1.01,9.01 12/07/06
MICRON ENVIRO SYSTEMS INC NV 8.01,9.01 12/11/06
MIDDLEFIELD BANC CORP OH 5.02 12/11/06
MIDWEST GENERATION LLC DE 8.01,9.01 12/12/06
MINERA ANDES INC /WA 8.01,9.01 12/04/06
MISSION ENERGY HOLDING CO DE 8.01,9.01 12/12/06
MITCHAM INDUSTRIES INC TX 2.02,9.01 12/12/06
MIV THERAPEUTICS INC NV 1.01,8.01,9.01 12/11/06
MIV THERAPEUTICS INC NV 8.01 12/11/06
MOBILE MINI INC DE 5.02 12/08/06
MOLINA HEALTHCARE INC DE 8.01 12/11/06
Morgan Stanley ABS Capital I Inc. Tru DE 1.01,9.01 09/27/06
MortgageIT Holdings, Inc. MD 8.01,9.01 12/12/06
MOSCOW CABLECOM CORP DE 4.01,9.01 12/12/06
MOVENTIS CAPITAL, INC. DE 7.01,9.01 12/12/06
MSX INTERNATIONAL INC DE 1.01,5.02 12/08/06
NATIONAL DENTEX CORP /MA/ MA 5.02,9.01 12/08/06
NATIONAL FUEL GAS CO NJ 5.02 12/06/06
NATIONAL HEALTH REALTY INC MD 8.01 12/11/06
National Investment Managers Inc. FL 1.01,3.02,9.01 12/11/06
NATIONAL LAMPOON INC CA 5.02 12/07/06
NationsHealth, Inc. DE 7.01,9.01 12/12/06
NCI BUILDING SYSTEMS INC DE 5.02,5.03,9.01 12/07/06
NEKTAR THERAPEUTICS DE 5.02 12/06/06
NET PERCEPTIONS INC DE 1.01,9.01 12/11/06
NETMANAGE INC DE 7.01 12/12/06
NETOPIA INC DE 9.01 11/13/06 AMEND
NORFOLK SOUTHERN CORP VA 7.01,8.01,9.01 12/11/06
NOVASTAR FINANCIAL INC MD 7.01,9.01 12/12/06
NUVELO INC DE 8.01,9.01 12/11/06
ODYNE CORP 3.02 12/12/06
OGE ENERGY CORP OK 1.01,2.03 12/12/06
OKLAHOMA GAS & ELECTRIC CO OK 1.01,2.03 12/12/06
Omega Flex, Inc. PA 8.01 12/12/06
ON SEMICONDUCTOR CORP DE 8.01,9.01 12/11/06
OneBeacon Insurance Group, Ltd. D0 5.02,9.01 12/12/06
ORTEC INTERNATIONAL INC DE 8.01 12/11/06
OSIRIS THERAPEUTICS, INC. DE 7.01,9.01 12/09/06
OYO GEOSPACE CORP DE 4.01 12/07/06
PACIFICHEALTH LABORATORIES INC DE 5.02 12/07/06
PARALLEL PETROLEUM CORP DE 5.02 12/06/06
PARKWAY PROPERTIES INC MD 8.01,9.01 12/11/06
PAVILION BANCORP INC 1.02,2.04 12/08/06
PEDIATRIC SERVICES OF AMERICA INC DE 2.02,9.01 12/12/06
PEERLESS SYSTEMS CORP DE 2.02,9.01 12/12/06
Peninsula Gaming, LLC DE 8.01 12/12/06
PEOPLES BANCORP OF NORTH CAROLINA INC NC 8.01,9.01 12/06/06
PEPCO HOLDINGS INC DE 1.01,2.03,9.01 12/12/06
PLATINUM ENERGY RESOURCES INC DE 1.01,3.02,9.01 12/06/06
PLATO LEARNING INC DE 2.02,9.01 12/12/06
POPE & TALBOT INC /DE/ DE 5.02 12/08/06
POSSIS MEDICAL INC MN 7.01,9.01 12/12/06
POST PROPERTIES INC GA 8.01,9.01 12/12/06
PPL ENERGY SUPPLY LLC 9.01 12/12/06 AMEND
PREMIERWEST BANCORP OR 8.01,9.01 12/12/06
PRIDE INTERNATIONAL INC DE 5.02 12/06/06
PRUDENTIAL FINANCIAL INC NJ 2.03,3.02,8.01,9.01 12/12/06
PRUDENTIAL FINANCIAL INC NJ 7.01,8.01,9.01 12/11/06
PUBLIC SERVICE ENTERPRISE GROUP INC NJ 5.02,8.01,9.01 12/07/06
QUALCOMM INC/DE DE 1.01,3.03,9.01 12/07/06
QUANEX CORP DE 5.02,9.01 12/06/06
QUANTRX BIOMEDICAL CORP NV 1.01 12/06/06
Quintana Maritime LTD 1T 1.01 12/07/06
RAINING DATA CORP DE 8.01 12/12/06
RAM Holdings Ltd. D0 7.01,9.01 12/08/06
RAMCO GERSHENSON PROPERTIES TRUST MD 8.01,9.01 12/12/06
REDWOOD TRUST INC MD 1.01,2.03,9.01 12/12/06
River Rock Entertainment Authority XX 5.02 12/08/06
ROBERTS REALTY INVESTORS INC GA 1.01,2.03,9.01 12/06/06
ROCKWELL AUTOMATION INC DE 5.02 12/06/06
RURAL/METRO CORP /DE/ DE 8.01,9.01 12/11/06
SABRE HOLDINGS CORP DE 7.01,9.01 12/12/06
SAFEWAY INC DE 2.02,7.01,8.01,9.01 12/12/06
SAIC, Inc. DE 2.02,9.01 12/12/06
SALESFORCE COM INC DE 8.01,9.01 12/12/06
SALON MEDIA GROUP INC DE 5.02 12/07/06
SCRIPPS E W CO /DE OH 8.01,9.01 12/12/06
SEAWRIGHT HOLDINGS INC DE 1.01,2.03,9.01 12/06/06
Securitized Asset Backed Receivables 8.01,9.01 12/12/06
Security Capital Assurance Ltd D0 7.01 12/11/06
Seneca Gaming Corp XX 2.02,9.01 12/12/06
SERVICE AIR GROUP INC NJ 3.02,9.01 12/11/06
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES NV 4.02,9.01 12/12/06
SHORE BANCSHARES INC MD 5.02,9.01 12/07/06
SIERRA BANCORP CA 2.04 12/08/06
SIGMATRON INTERNATIONAL INC DE 2.02,9.01 12/12/06
SIRENZA MICRODEVICES INC DE 8.01 12/11/06
SIX FLAGS INC DE 7.01,9.01 12/12/06
SONIC CORP DE 8.01,9.01 12/12/06
SOTHEBYS DE 5.02 12/06/06
SOURCE PETROLEUM INC. NV 2.03,9.01 12/05/06
SOURCE PETROLEUM INC. NV 2.03,9.01 12/05/06 AMEND
SOUTH SHORE RESOURCES, INC. 3.02 12/06/06
SOUTHWEST AIRLINES CO TX 1.01,9.01 09/30/06
STANDARD MOTOR PRODUCTS INC NY 5.02 12/07/06
STELLENT INC MN 5.01,5.02 12/12/06
Stone Arcade Acquisition CORP DE 8.01,9.01 11/27/06 AMEND
STONEMOR PARTNERS LP DE 2.01,9.01 09/28/06 AMEND
SUNOCO INC PA 8.01,9.01 12/11/06
SUNTERRA CORP MD 2.02,9.01 12/07/06
SUPERTEL HOSPITALITY INC VA 8.01,9.01 12/11/06
SUPREME REALTY INVESTMENTS, INC. 1.01,9.01 12/11/06
SYSCO CORP DE 5.02,8.01 12/08/06
TAIWAN FUND INC DE 7.01,9.01 10/01/06
TARRANT APPAREL GROUP CA 1.01,3.02,9.01 12/06/06
TELIK INC DE 1.01,3.03,9.01 12/11/06
TELVUE CORP DE 5.02 12/12/06
Tempest Microsystems, Inc. DE 3.02 11/06/06
TENNECO INC DE 1.01,9.01 12/06/06
TRAILER BRIDGE INC 7.01,9.01 12/12/06
TRANSCOMMUNITY FINANCIAL CORP VA 8.01,9.01 12/12/06
TransDigm Group INC DE 8.01,9.01 12/11/06
TRANSMERIDIAN EXPLORATION INC DE 5.02,9.01 12/07/06
TRC COMPANIES INC /DE/ DE 3.02 12/07/06
TRIMBLE NAVIGATION LTD /CA/ CA 1.01,9.01 12/12/06 AMEND
TRIMBLE NAVIGATION LTD /CA/ CA 8.01,9.01 12/12/06 AMEND
TRX INC/GA GA 1.01,9.01 12/07/06
U S ENERGY SYSTEMS INC DE 5.02,5.03,9.01 12/06/06
ULTRALIFE BATTERIES INC DE 7.01,9.01 12/12/06
ULURU INC. NV 1.01 12/08/06
UMPQUA HOLDINGS CORP OR 8.01,9.01 12/12/06
UNITED AUTO GROUP INC DE 1.01,2.03,9.01 12/07/06
UNITED COMPONENTS INC DE 7.01,9.01 12/12/06
UNITED COMPONENTS INC DE 8.01,9.01 12/12/06
UNITED COMPONENTS INC DE 7.01 12/12/06
UNITED DOMINION REALTY TRUST INC MD 1.01,9.01 12/07/06
UNITED THERAPEUTICS CORP DE 8.01,9.01 12/12/06
UNITED WESTERN BANCORP INC CO 8.01 12/06/06
Valera Pharmaceuticals Inc 7.01,9.01 12/12/06
Valera Pharmaceuticals Inc 1.01,7.01,9.01 12/11/06
VALERO GP HOLDINGS LLC DE 7.01 12/12/06
VALERO L P DE 7.01 12/12/06
VASCULAR SOLUTIONS INC DE 8.01 12/08/06
VECTREN CORP IN 5.02 12/12/06
VENTURE LENDING & LEASING IV INC MD 1.01,2.03 12/11/06
VERIZON COMMUNICATIONS INC DE 5.02 12/11/06
Viacom Inc. DE 8.01,9.01 12/06/06
VIEWCAST COM INC DE 7.01,9.01 12/12/06
VION PHARMACEUTICALS INC DE 8.01,9.01 12/11/06
VIRAL GENETICS INC /DE/ DE 8.01,9.01 12/12/06
VIRCO MFG CORPORATION DE 2.02,9.01 12/07/06
Visiphor CORP A1 7.01,9.01 12/07/06
VITESSE SEMICONDUCTOR CORP DE 2.02,7.01 12/12/06
VULCAN MATERIALS CO NJ 5.02,9.01 12/12/06
VWR International, Inc. 1.01,5.02,8.01,9.01 12/06/06
Waterbank of America (USA) Inc. UT 4.01,9.01 11/30/06
WEBSITE PROS INC DE 7.01 12/11/06
WELLS REAL ESTATE FUND IX LP GA 1.01 12/12/06
WELLS REAL ESTATE FUND X L P GA 1.01 12/12/06
WELLS REAL ESTATE FUND XI L P GA 1.01 12/12/06
WEST MARINE INC DE 5.02,9.01 12/08/06
WII Components, Inc. DE 1.01,8.01,9.01 12/11/06
WILLIAMS CONTROLS INC DE 2.02,9.01 12/12/06
Williams Partners L.P. 1.01,8.01,9.01 12/06/06
WILLIS LEASE FINANCE CORP DE 5.02,9.01 12/06/06
WILLOW FINANCIAL BANCORP, INC. PA 5.02,9.01 12/08/06
WINDROSE MEDICAL PROPERTIES TRUST MD 8.01,9.01 12/11/06
WISCONSIN ENERGY CORP WI 5.02 12/12/06
WYNDHAM WORLDWIDE CORP DE 7.01,9.01 12/12/06
XL CAPITAL LTD 1.01,9.01 12/12/06
Z AXIS CORP CO 2.03,9.01 12/12/06
ZIMMER HOLDINGS INC DE 8.01,9.01 12/12/06